December 19, 2023
(For Translation Purposes Only)
Company Name:
Representative:

Contact:

Makuake, Inc.
President andRyotaro Nakayama
Representative
Director
Tokyo Stock Exchange code: 4479
Head ofJunghyun Kim
Investor Relations
TEL. 03-6328-4038

Matters Concerning Controlling Shareholders, Etc.
Makuake, Inc. hereby announces the following matters concerning its controlling shareholders, etc.

1.

Trade names, etc. of the parent company, controlling shareholders (excluding parent company) or other affiliatedcompanies(As of September 30, 2023)
Percentage of voting rights (%)
NameCyberAgent, Inc.

2.

Attribute

Voting rights
directly held

Voting rights
subject toaggregation

Total

51.41%-51.41%

Parentcompany

Financial
instruments
exchange, etc. on
which the issued
shares are listed
Prime Market ofTokyo Stock
Exchange, Inc.

The position of the listed company within the corporate group of the parent company, etc. and relationships
between other listed companies and the parent company, etc.
(1) Relationship with the parent company
Makuake, Inc.’s business is classified as “other business” in the parent company group. There are no
conflicts/competition within the group as no other group company operates in a similar business field.

(2) On ensuring independence from the parent company
While one of our directors is from CyberAgent, Inc.—our parent company—where he serves as director, hisappointment was made at our request. Accordingly, we believe that we are in a position to make independent
business decisions. Moreover, from the standpoint of further enhancing management independence, we have fiveexternal directors who come from outside the corporate group of the parent company. In addition, there are no1

constraints from the parent company with regard to approval matters in conducting our business activities.
The status of concurrently held positions by the officer of the parent company, etc. who serves as director ofMakuake, Inc.:
Position held at Makuake,Inc.

Director

3.

Full name

Go Nakayama

Position held at parentcompany, etc.

Reason for appointment
To utilize his expertise and in-depth
experience in managing a listed businessand an Internet business company, and toreceive his advice and opinion as director
on the management and finances ofMakuake, Inc.

CyberAgent, Inc.
Director, Senior
Managing Executive
OfficerMatters concerning transactions with controlling shareholders, etc.
Principal transactions between Makuake, Inc. and the parent company group for the fiscal year ended September
2023 are detailed below.
A new transaction related to “operation of a data analysis tool” and transactions related to “advertising andpromotions” occurred as we were reviewing contracts to maintain economic rationality of transaction terms. These
were deals with one of several contractors, and for that reason, no consultation took place at the discussion panel
composed exclusively of independent directors. That said, from the standpoint of protecting minority shareholders,
we ensure the appropriateness of our transaction terms by comparing them—based on market principles—with
those of other companies, as well as making decisions through our board of directors where outside directors
comprise one-half of all members. With regard to the “operation of a data analysis tool”, we pay the cost of the data
analysis tool.
“Advertising and promotion” involve contracting for advertising agency services with the aim of increasing theamount of Makuake “support” pre-orders. We pay a results-based commission for ad delivery.
We are striving to achieve appropriate deal terms for those transactions above that we will carry on with.
(As of September 30, 2023)
Counterparty(Parent company)
CyberAgent, Inc.

4.

Transaction details

AmountTransaction terms, etc.

Operation of a data
analysis tool

10,658thousand yen

We pay the cost of the data analysis tool

Advertising andpromotion

1,189,982
thousand yen

We pay a results-based commission for ad delivery

Implementation status of measures to protect minority shareholders when conducting transactions with controllingshareholders
Makuake, Inc. regularly reviews—from the standpoint of minority shareholders—contracts with the corporate groupof the parent company in order to maintain economic rationality of transaction terms. With regard to newtransactions, we carefully study the pros and cons of a specific deal by comparing its terms with those of other third
parties in line with market principles, and then make a determination.
2

Furthermore, with regard to particularly important transactions with the corporate group of the parent company, wehold a consultation at the discussion panel composed exclusively of independent directors to determine if
appropriate deal terms have been attained.

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